10-K 0000072331-25-000144 (2025-12-17) vs 10-K 0000072331-24-000177 (2024-12-18)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 6,741 |
12.1% |
| MD&A | Item 7 | 3,548 |
28.4% |
| Legal Proceedings | Item 3, via Note 17 – Contingencies | 1,595 |
15.6% |
| Accounting Policies | Item 8, Note 1 – Significant accounting policies | 2,512 |
18.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 228 words changed in this paragraph; it is 50% similar to last year's version.
A significant portion of our consolidated revenues in 2024 2025 were generated in currencies other than the United States U.S. dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States U.S. dollar and the currencies in which we do business have caused and may continue to cause foreign currency transaction and translation movements, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where applicable, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations. For example, the impact of conflicts in Europe and the Middle East, changes in monetary policies and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business. Future adverse consequences arising from the conflicts in Europe and the Middle East and Brexit may include continued volatility in exchange rates. Any significant fluctuation in exchange rates may be harmful to our financial condition and results of operations. We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls. Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.
Source: Item 1A, 10-K 0000072331-25-000144 vs Item 1A, 10-K 0000072331-24-000177
Accounting Policies 112 words changed in this paragraph; it is 41% similar to last year's version.
Cumulative Pension and Accumulated translation postretirement benefit other comprehensive adjustments loss and related hedging instruments plan adjustments loss Balance at October 31, 2022 (1) $ (160,046) $ (47,736) $ (207,782) Other comprehensive (loss) income before reclassification adjustments 31,409 (19,804) 11,605 Reclassifications from AOCI to Statement of Income (2) — (308) (308) Tax impact (4,643) 4,687 44 Balance at October 31, 2023 $ (1) (133,280) $ (63,161) $ (196,441) Pension and postretirement plan changes, net Other comprehensive (loss) income before reclassification adjustments 11,024 (6,129) 4,895 Reclassifications from AOCI to Statement of tax of $1,716 Income (2) — (4,789) (4,789) Currency translation losses 16,390 — 16,390 (419) (419) Tax impact 5,366 1,759 7,125 Balance at October 31, 2024 (1) (116,890) (67,950) (184,840) Other comprehensive (loss) income before reclassification adjustments 57,857 22,953 80,810 Reclassifications from AOCI to Statement of Income (2) — 1,060 1,060 Tax impact 8,515 (6,002) 2,513 Balance at October 31, 2025 (1) $ (116,890) (50,518) $ (67,950) (49,939) $ (184,840) (100,457)
Source: Item 8, Note 1 – Significant accounting policies, 10-K 0000072331-25-000144 vs Item 8, Note 1 – Significant accounting policies, 10-K 0000072331-24-000177
MD&A 97 words changed in this paragraph; it is 59% similar to last year's version.
We have a $1,150,000 unsecured multi-currency credit facility with a group of banks that provides for a term loan facility in the aggregate principal amount of $300,000, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000, maturing in June 2028. In anticipation of the ARAG acquisition, the Company entered into a €760,000 senior unsecured term loan facility with a group of banks in August 2023 (the "364-Day Term Loan Facility"). On September 13, 2023, the Company completed an underwritten public offering of $350,000 aggregate principal amount of the Company’s 5.600% Notes due 2028 (the “2028 Notes”) and $500,000 aggregate principal amount of the Company’s 5.800% Notes due 2033 (together with the 2028 Notes, the “Notes"). The Company used the net proceeds from the sale of the Notes to repay its borrowings under the 364-Day Term Loan Facility. At October 31, 2024, 2025, we had $280,000 $265,000 outstanding on the term loan facility and $240,000 $135,000 outstanding on the revolving credit facility.
Source: Item 7, 10-K 0000072331-25-000144 vs Item 7, 10-K 0000072331-24-000177
Legal Proceedings 50 words changed in this paragraph; it is 60% similar to last year's version.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops assumptions that are used as inputs to the annual goodwill impairment tests. process. This included controls over management's review of the valuation models methodology and models, including sensitivities performed on the assumptions, described above. related inputs, such as revenue growth rates, operating margins and discount rates, to understand their impact on the related fair value estimates.
Source: Item 3, via Note 17 – Contingencies, 10-K 0000072331-25-000144 vs Item 3, via Note 16 – Contingencies, 10-K 0000072331-24-000177
Every change, by type
Sentences and paragraphs of NDSN's Risk Factors and MD&A, 10-K 2025-12-17 against 10-K 2024-12-18.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Changes in trade policies, tariffs, and other import/export regulations of the U.S. and other nations could change how we transact business, who we trade with, affect our relationships with customers and suppliers, and negatively impact our sales, margins and profitability. As a result, these government trade actions may create significant uncertainty in the global market and may have a material adverse impact on our business, financial condition and results of operations.
Read it in 10-K 2025-12-17 at sec.gov ↗
AddedRisk Factors
We may be incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance and reputational risks.
Read it in 10-K 2025-12-17 at sec.gov ↗
AddedRisk Factors
The introduction of artificial intelligence ("AI") and machine-learning technologies, particularly generative AI, into internal processes, third-party services and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation and financial results. In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities. The use of AI in third-party services and the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.
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AddedRisk Factors
cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.
Read it in 10-K 2025-12-17 at sec.gov ↗
RemovedRisk Factors
The success of our acquisition strategy is subject to other risks and uncertainties, including:
Read it in 10-K 2024-12-18 at sec.gov ↗
RewordedRisk Factors
Changes to trade policies, tariffs, and other import/export regulations of the U.S. and other nations may create uncertainty in United States the global market and international tax laws may have a material adverse effect on our business, financial condition condition, and results of operations.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
For example, the impact of conflicts in Europe and the Middle East, changes in monetary policies and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business. rates.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the conflicts Conflicts in Europe and the Middle East have negatively impacted the global economy and created significant volatility and disruption of financial markets, and may continue to do so in future periods.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESG environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, emissions and human capital and diversity, equity and inclusion. capital.
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RewordedRisk Factors
In addition, we cannot assure that any acquisition, including the recent acquisitions of Atrion, the ARAG Group ("ARAG") and CyberOptics Corporation ("CyberOptics"), once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
For example, the incoming current U.S. presidential administration has proposed to imposed and significantly increase increased tariffs on foreign imports into the United States, particularly from Canada, China and Mexico.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
For additional detail details related to this risk, see Part II, Item 7A, Quantitative "Quantitative and Qualitative Disclosure About Market Risk. Risk."
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RewordedRisk Factors
Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.
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RewordedRisk Factors
The incoming current U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may continue to take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
For additional detail related to this risk, see Part II, Item 7A, Quantitative "Quantitative and Qualitative Disclosures About Market Risk. Risk."
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
A significant portion of our consolidated revenues in 2024 2025 were generated in currencies other than the United States U.S. dollar, which is our reporting currency.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedRisk Factors
Our success will continue to significantly depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our growth and operational initiatives and replace those who retire or resign.
Read it in 10-K 2025-12-17 at sec.gov ↗
AddedMD&A
2025 versus 2024: Gross margins were unchanged at 55.2 percent, while the increase in selling and administrative expenses was primarily driven by the full-year impact of the Atrion acquisition, partially offset by lower non-recurring acquisition costs.
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AddedMD&A
Segment EBITDA for IPS decreased 10 basis points due to lower organic sales. Segment EBITDA for MFS increased 40 basis points due to favorable mix from lower organic sales related to the divested contract manufacturing business and controlled spending. Segment EBITDA for ATS increased 180 basis points driven by strong incrementals on organic sales and lower selling and administrative expenses.
Read it in 10-K 2025-12-17 at sec.gov ↗
AddedMD&A
Consolidated operating profit increased in 2025 compared to 2024 due to the overall increase in segment EBITDA and lower acquisition and related inventory step-up amortization costs partially offset by an increase in severance and other cost reduction costs, depreciation and amortization from recent acquisitions, and divestiture charges associated with the exit of the medical contract manufacturing business.
Read it in 10-K 2025-12-17 at sec.gov ↗
AddedMD&A
The improvement in working capital was principally driven by increases in accounts payable and customer advance payments. During 2025, the Company was able to utilize its strong cashflow generation to repurchase over $300 million in common shares, reduce debt outstanding by approximately $224 million, pay $179 million in dividends, and fund capital projects to drive organic growth.
Read it in 10-K 2025-12-17 at sec.gov ↗
AddedMD&A
•Purchase obligations - The Company enters into purchase orders for materials used in our manufacturing processes in the ordinary course of business. As of October 31, 2025, the Company has purchase obligations to support the operation of its business similar to those included in historical cash flow trends.
Read it in 10-K 2025-12-17 at sec.gov ↗
RemovedMD&A
On August 21, 2024, the Company completed the acquisition of Atrion, pursuant to the terms of the Merger Agreement with Merger Sub and Atrion. Pursuant to the Merger Agreement, Merger Sub merged with and into Atrion (the “Merger”), with Atrion surviving the Merger as a wholly owned subsidiary of Nordson. Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment. The all-cash acquisition of Atrion of $789,996, net of cash acquired, was funded using borrowings under our revolving credit facility, and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $500,000 (the "364-Day Term Loan Agreement") (see Note 8 to the Consolidated Financial Statements for additional details) and cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, a preliminary purchase price allocation resulted in the recognition of $494,279 of goodwill and $129,600 of identifiable intangible assets. The identifiable intangible assets consist primarily of $40,100 of tradenames (amortized over 15 years), $24,900 of technology (amortized over 15 years), and $64,600 of customer relationships (amortized over 19 years). The financial results of the Atrion acquisition are not expected to have a material impact on our Consolidated Financial Statements.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
The changes in operating assets and liabilities were principally driven by decreases in customer advance payments and income taxes payable. Additions to property, plant and equipment were largely driven by productivity and growth projects, including a new manufacturing facility.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
In anticipation of the Atrion acquisition, the Company entered into a 364-Day Term Loan Agreement with Morgan Stanley Senior Funding for $500,000 on June 21, 2024, with a maturity date of August 20, 2025. In September 2024, the Company completed an underwritten public offering of $600,000 aggregate principal amount of 4.500% Notes due 2029 (the "2029 Notes"). The Company used a portion of the net proceeds from the sale of the 2029 Notes to repay all of the outstanding borrowings under the 364-Day Term Loan Agreement plus accrued and unpaid interest.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
The following table summarizes contractual and other material cash obligations as of October 31, 2024:
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
(3)Pension and postretirement plan funding amounts reflect known amounts over the next twelve months. Future amounts will be determined based on the future funded status of the plans and therefore cannot be estimated at this time. Refer to Note 6 to the Consolidated Financial Statements for further discussion.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
(4)Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded on our Consolidated Balance Sheet.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2023-07 will have on its consolidated financial statements and disclosures and anticipates adoption in 2025.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring specific disclosure in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2026.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income. ASU 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Income. However, the amendments require disclosure, on an annual and interim basis, disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. The amendments in this update are
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2028.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate. As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.
Read it in 10-K 2024-12-18 at sec.gov ↗
RemovedMD&A
In 2024, as compared with 2023, the United States dollar was slightly stronger against foreign currencies. If 2023 exchange rates had been in effect during 2024, sales would have been approximately $3,352 higher and third-party costs would have been approximately $903 higher. In 2023, as compared with 2022, the United States dollar was generally stronger against foreign currencies. If 2022 exchange rates had been in effect during 2023, sales would have been approximately $23,153 higher and third-party costs would have been approximately $15,210 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.
Read it in 10-K 2024-12-18 at sec.gov ↗
RewordedMD&A
Segment EBITDA for MFS operating margin declined 170 30 basis points due to $10,761 in fees, severance, and non-cash inventory charges associated with the impact of the Atrion acquisition which offset by improvements in operating efficiencies. efficiencies on flat sales.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedMD&A
The ATS organic sales decrease increase of 11.4 4.1 percent was driven by lower demand robust growth in electronics dispense product lines as well as test and electronic processing and optical sensors, partially offset by weakness in x-ray inspection product lines. systems.
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RewordedMD&A
The IPS organic sales increase decrease of 0.1 5.1 percent was driven by increases declines in packaging, nonwovens, polymer processing and industrial coatings product lines, principally partially offset by declines increases in measurements nonwovens, packaging, and controls and polymer processing. precision agriculture product lines.
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RewordedMD&A
The MFS organic sales decrease of 0.2% 3.1% was driven by a decrease in the medical fluid components contract manufacturing business product line, partially offset by an increase line that was divested in the fluid solutions product line. fourth quarter of 2025.
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RewordedMD&A
Cash and cash equivalents increased $273 decreased $7,510 in 2024 2025 to $108,442 as of October 31, 2025 compared to $115,952 as of October 31, 2024 compared to $115,679 as of October 31, 2023. 2024.
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RewordedMD&A
These risks and uncertainties include, but are not limited to, U.S. and international economic and political conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including and the Company’s ability to complete and successfully integrate acquisitions, including the integration of Atrion and ARAG; Atrion; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; agreements, including changes in tariffs by the United States or other nations; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedMD&A
Primary Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $115,952 $108,442 as of October 31, 2024, 2025, cash provided by operations, which was $556,193 $719,175 in 2024, 2025, and available borrowings under our loan agreements and unused bank lines of credit credit, which totaled $785,880 $935,151 as of October 31, 2024. 2025.
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RewordedMD&A
Included in other expense in 2024 2025 were $5,499 $9,608 in net foreign currency losses, which were partially offset by losses and pension gains. losses.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedMD&A
For a discussion of other changes from the fiscal year ended October 31, 2023 2024 to the fiscal year ended October 31, 2022, 2023 refer to Part II, Item 7, Management’s "Management’s Discussion and Analysis of Financial Condition and Results of Operations, Operations," of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023. 2024.
Read it in 10-K 2025-12-17 at sec.gov ↗
RewordedMD&A
Income tax expense in 2024 2025 was $118,197, $113,174, or 20.2 18.9 percent of pre-tax income, as compared to $127,846, $118,197, or 20.8 20.2 percent of pre-tax income in 2023. 2024.
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RewordedMD&A
The effective tax rate decreased 60 130 basis points primarily due to a decline in the impact of foreign tax rate variances. federal valuation allowances.
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RewordedMD&A
The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures and expenditures, contributions related to pension and postretirement obligations, as well as principal and interest payments on our outstanding debt. debt, dividends, and share repurchases.
Read it in 10-K 2025-12-17 at sec.gov ↗
Quiet changesMD&A
Generally, our revenue results from short-term, fixed-price contracts and primarily is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer.
Read it in 10-K 2025-12-17 at sec.gov ↗
